DOCUMENTED QUOTE (DQ)

Hosted VoIP PBX and Call Center Management System Northwest Colorado Council of Governments (NWCCOG) is requesting Documented Quotes (DQ) from qualified firms to provide a Hosted VoIP PBX and Call Center Management System for use by the Mountain Ride One Call/One Click Transportation Center (Call Center) and NWCCOG. NWCCOG is considering hardware and software hosted VoIP PBX solutions that will deliver institutional support for the Call Center and the NWCCOG. This project is supported in part by a FTA Veterans Transportation and Community Living Initiative (VTCLI) grant and FASTER funds through the Colorado Department of Transportation (CDOT) and matching local funds through the NWCCOG. Proposals will be accepted until 5:00 p.m. on Friday, February 5, 2016. Proposals may be delivered via mail, in person, or via e-mail:

Northwest Colorado Council of Governments Attn: Susan Juergensmeier, Mobility Manager

PO Box 2308 / 249 Warren Avenue Silverthorne, CO 80498

mobilitymanager@nwccog.org Only proposals received (not postmarked) by the deadline will be accepted. No proposals which are received after the time and date stated above will be considered, and any proposals so received after the scheduled closing time and date mentioned above shall be returned to the submitting firm unopened. Hand carried proposals must be delivered to the NWCCOG at the street address shown above. The contract will be made with NWCCOG and NWCCOG will award the contract based on the evaluation criteria contained in this DQ. The NWCCOG reserves the right to accept or reject any or all proposals, to waive informalities, and to preserve any DQs. The NWCCOG also reserves the right to award the contract as it deems will best serve its interests. Published: Published: January 25, 2016 Susan Juergensmeier, Mobility Manager, NWCCOG

REQUIREMENTS DQ Name: Hosted VoIP PBX and Call Center Management System TERMS The following terms will apply to this DQ and to any subsequent contract. Submission of a proposal in response to this indicates acceptance of all the following terms: a. “Contract” means the written agreement resulting from this DQ executed by the Northwest Colorado Council of Governments and the Provider; b. “Provider” means the successful Applicant to this DQ who enters into a written Contract with the Northwest Colorado Council of Governments; c. “NWCCOG” means the Northwest Colorado Council of Governments; d. “Vendor” means an individual or a company that submits, or intends to submit, a proposal in response to this “RFP”; SCOPE OF SERVICE AND GENERAL CONDITIONS Services shall be provided as requested by NWCCOG in compliance with the Scope of Services as described in this DQ. The Provider shall maintain such records as are deemed necessary pursuant to the FTA Veterans Transportation and Community Living Initiative (VTCLI) grant through the Colorado Department of Transportation (CDOT) grant and NWCCOG rules to assure a proper accounting for all costs and funds collected. These records shall be submitted for audit purposes to NWCCOG. The Provider shall submit financial, program progress, and other reports as requested by NWCCOG. Information provided by NWCCOG shall be used only for purposes intended and in accordance with federal and state laws and regulations. SERVICE DESCRIPTION NWCCOG is looking for a Provider to provide NWCCOG with a PBX and Call Center Management System. The system will deliver the following minimum features and services: System Requirements Support for 2 locations

• Silverthorne o 25 extensions with DID option o 1 inbound main phone number o 1 analog fax line

• New Castle – 1 extension

o 1 fax line 2 toll free numbers need to be integrated into Silverthorne system 27 IP phones including 1 conference and 1 receptionist phones

Phones need to accommodate headsets Softphone Twining for mobile phones (Android and iPhone) 30 Voice Mail boxes

o Voice Mail .wav file and Speech to Text (English and Spanish) Auto attendant

English Spanish Language Prompts for Auto Attendant and Voice Mail Ability to add DID numbers

Ability to add softphone fax numbers Conference Bridge (3 – 30 participants) Call Roll Over Group Call Pickup Expandability Presence and Availability Automated Call Distribution System Call Queue Monitor/Whisper/Barge Feature Call Agent Management Console Call Recording Secure Remote Access System Security, Firewall Protection Platform Redundancy, Logical, Physical Disaster Recovery Reporting Requirements System Statistics by line, extension, custom Number of calls per extension/ sort by extension Number of calls routed through an automatic distribution system Number of rings prior to pick up Call duration Number of unanswered calls or calls to voicemail Call monitoring on the call center lines for quality assurance will be important. Traffic reports High and low peaks per day, per month, per year, per line Call tracking reports Call Abandonment Average ring time Ring no answer Rollover to Voice Mail Call Accounting- Ability to bill by Cost Center/Department/Extension Inbound Call Summary (ANI) Outbound Call detail/summary Exception Reports Toll Fraud Notification reports

Support Requirements Telephony and Broadband Requirements DQ must specify necessary telephony connections, protocols and/or broadband bandwidth to effectively operate and maintain system and high quality voice connections at all times. Please specify is Quality of Service (QOS) is required on broadband connections Support Requirements System Planning System Configuration and installation Administrator Training User Training System Maintenance (Hardware, Software, Firmware – As applicable and appropriate) System Updates and Upgrade Schedule If a requirement has optional specifications and/or ranges of values, please provide options and values. System Reliability and SLA 99.99% system availability including; service outages, system maintenance, and upgrades. This must be included in a formal Service Level Agreement as a part of the contract with NWCCOG. SCOPE OF WORK The Vendor shall draft and submit a Capabilities and Pricing Proposal and Scope of Work that his/her firm believes will be required to accomplish the project. At a minimum, the Scope of Work will address the following: PBX and Call Center Management System capabilities meeting all stated requirements, assist in planning for system design, installation, configure system to accommodate requirements and additional determined needs. Vendor will deliver training to staff on all hardware and software component operations, maintenance, backup and configuration management. Propose and Support a Maintenance Contract for ongoing support. Recommend intervals for future hardware and software upgrades and updates.

DQ REQUIREMENTS Vendor must respond to the following: A cover letter stating the name, address and telephone number of the proposing Vendor. This letter must bear the signature of the person having the authority to make the proposal for the firm. Individual or Company Overview: A descriptive background/history. State principal business location and any other service locations. What is your primary line of business? How long have you been providing services? State how many locations where your services are now in use. Are you a single source Provider, or will subcontractors also be used? Qualifications/Professional Competence/Training: Vendor must provide qualifications as well as experience information on key personnel. Vendor should list any similar projects. Vendor must submit a list of all employees that will be associated with the contract for exercise program for the Region. The list must include the employees’ full name, social security number and date of birth. Vendor must describe training provided to all personnel and/or subcontractors. References: Vendor must provide the names and telephone numbers of at least three references. Cost of Services: Vendor will provide cost of all hardware, software and services. The program has a committed dollar amount to be spent on the plan. The Vendor should detail and itemize, as much as possible, costs for each part of the system that he/she is proposing. INNOVATION & COMMENT Vendor may include any other information that is believed to be relevant but is not specifically asked for in this RFP. Vendor may explain in detail any innovation, alternatives, or more cost-effective approaches available in any area of the RFP. Vendor may provide suggestions of other products or services available that may assist the Region. PAYMENTS The NWCCOG will approve all payments of funds for this project upon receipt of invoices. Chosen Vendor will invoice the NWCCOG at completion of work for telephone equipment and ongoing monthly contract charges for hosted solutions. The NWCCOG shall not be billed for, and reimbursement shall not be made for, time involved in activities outside of those defined in the Cost per Service.

KEY TARGET DATES Listed below are the key target dates associated with the project described in this DQ Dates are approximate and may vary: 1/25/2016 Issue Date of DQ 1/25/2016 – 02/1/2016 Question Period 02/1/2016 Questions received during the question period will be emailed to all respondents, along with the answers 02/5/2016 by 5:00 p.m. MST DQ Due Date and Time 02/10/2016 Vendor Selection 02/12/2016 Tentative Contract Award Date 02/26/2016 Target System Installation and System Cut Over VENDOR QUALIFICATIONS Proposals will be considered only from Vendors who have experienced personnel and necessary equipment to provide the required services. The NWCCOG may request information substantiating the requirements. Failure to provide this information may result in a Vendor’s proposal being declared non-responsive. WRITTEN AGREEMENT The selected Vendor shall be required to enter into a written agreement with the NWCCOG. Signature on the Proposal Cover Sheet shall serve as an acknowledgement that the Vendor is willing to enter into an agreement with the NWCCOG if their proposal is accepted. EVALUATION AND CONTRACT AWARD The NWCCOG shall evaluate and select a Vendor to provide the required services based on the completed proposal responses. The NWCCOG shall be the sole judge in determining how the evaluation process shall be conducted and what Vendor shall be considered for award as deemed to be in the best interest of the NWCCOG. PREPARATION OF PROPOSALS The proposal must be signed by a company representative authorized to bind the Vendor contractually. Failure to read the DQ and these instructions will be at the Vendor’s own risk. Corrections and/or modifications received after the closing time specified will not be accepted. All information submitted in response to this DQ is public after the award and/or contract has been executed with the successful Vendor. If Vendor includes as part of the response to the DQ any information that the Vendor believes to be a trade secret or other privileged or confidential data, the Vendor must supply under separate cover and identify as confidential. Statements that the entire proposal is confidential will not be honored. NWCCOG will endeavor to keep that information confidential, separate and apart from the proposal subject to the provisions of the Colorado Open Records Act or order of court.

OMISSIONS Should the NWCCOG omit information from this DQ that is necessary for a clear understanding of the work, or should it appear that various instructions are in conflict, then the Vendor shall secure written instructions from the NWCCOG at least seventy-two (72) hours prior to the time and date of the proposal opening. DEBARMENT By submitting this proposal, the Vendor certifies that neither the company nor its principals is presently debarred, suspended, in the process of debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal state department or agency. EQUAL OPPORTUNITY The NWCCOG adheres to a policy of equal opportunity and non-discrimination and will ensure that all Vendors will be treated fairly and equitably throughout the bidding process, including the advertisement, evaluation and selection stages. COST OF DEVELOPING PROPOSALS All costs related to the preparation of the proposals and any related activities are the sole responsibility of the Vendor. The NWCCOG assumes no liability for any costs incurred by Vendors throughout the entire selection process. PROPOSAL OWNERSHIP All proposals, including attachments, supplementary materials, addenda, etc. shall become the property of the NWCCOG and will not be returned to the Vendor. ADDITIONAL GENERAL INFORMATION & CLARIFICATION For additional information or clarification concerning the services specified in this DQ under Scope of Work, interested parties must submit their questions or comments, in writing via e-mail, to Susan Juergensmeier, mobilitymanager@nwccog.org. Questions will be received, answered in writing, and sent via e-mail to all firms who received the DQ or expressed interest in accordance with the dates designated in this DQ. Only one copy of the proposal should be submitted.

TERMS AND CONDITIONS Late Proposals will not be accepted or considered. It is the responsibility of the vendor to ensure that his/her Proposal is properly delivered to the required authority at the time and place designated in this DQ. NWCCOG will notify unsuccessful vendors via email or by telephone within approximately ten (10) days following the closing date for receiving Proposals. The NWCCOG’s silence does not imply any acceptance or rejection of any quotation offer. Issuance of this DQ does not constitute a commitment by NWCCOG to award a contract. NWCCOG reserves the right to reject any or all Proposals received in response to this DQ, to waive minor irregularities and informalities in Proposals received, or to cancel this DQ if it is in the best interest of the NWCCOG or Region to do so. The Vendor agrees, if his/her Proposal is accepted by NWCCOG, to furnish supplies and/or services in strict accordance with the Proposal specifications and at those prices set forth for each item in said Proposal. The NWCCOG is exempt from federal tax (84-0639906), Colorado sales tax (State sales tax exempt no. 98-01956). EVALUATION CRITERIA The NWCCOG will analyze information provided by all Vendors. Criteria considered by the NWCCOG in ranking the proposed exercise coordination proposals will be as follows:

Company Overview 15 Points Solution Capabilities and NWCCOG Requirements 30 Points Qualifications/Professional Competence/Training 20 Points References 15 Points Total Cost for Service 20 Points TOTAL 100 Points

AWARD CRITERIA The NWCCOG will make this award based on best value. Best value will be determined using the above evaluation criteria.

Federal Clauses and Certifications

19. No Government Obligation to Third Parties

Applicability to Contracts Applicable to all contracts.

Applicability to Micro-Purchases Micro-purchases are defined as those purchases under $2,500. These requirements do not apply to micro-purchases.

Flow Down Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent.

Model Clause/Language While no specific language is required, FTA has developed the following language.

No Obligation by the Federal Government.

1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

20. Program Fraud and False or Fraudulent Statements

and Related Acts 31 U.S.C. 3801 et seq.

49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307

Applicability to Contracts These requirements are applicable to all contracts.

Applicability to Micro-Purchases

Micro-purchases are defined as those purchases under $2,500. These requirements do not apply to micro-purchases.

Flow Down These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements.

Model Clause/Language These requirements have no specified language, so FTA proffers the following language.

Program Fraud and False or Fraudulent Statements or Related Acts. 1. The Contractor acknowledges that the provisions of the Program Fraud

Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

3. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

11. Access to Records and Reports

49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17

Applicability to Contracts Reference Chart "Requirements for Access to Records and Reports by Type of Contracts"

Applicability to Micro-Purchases Micro-purchases are defined as those purchases under $2,500. These requirements do not apply to micro-purchases.

Flow Down FTA does not require the inclusion of these requirements in subcontracts.

Model Clause/Language The specified language is not mandated by the statutes or regulations referenced, but the language provided paraphrases the statutory or regulatory language.

The specified language is not mandated by the statutes or regulations referenced, but the language provided paraphrases the statutory or regulatory language.

Access to Records - The following access to records requirements apply to this Contract:

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions.

4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).

7. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract

Contract Characteris

tics

Contract Operational

Service Contract

Turnkey

Construction Architectural

Engineering

Acquisition of

Rolling Stock

Professional

Services

I. State Grantees

a. Contracts below SAT ($100,000)

None

Those imposed on state pass thru to Contractor

None None None None

b. Contracts above

$100,000/Capital Projects

None unless1non-competitive award

Those imposed on state pass thru to Contractor

Yes, if non-competitive award or if funded thru25307/5309/5311

None unless non-competitive award

None unless non-competitive award

None unless non-competitive award

II. Non State Grantees

a. Contracts below SAT ($100,000)

Yes3

Those imposed on non-state Grantee pass thru to Contractor

Yes Yes Yes Yes

b. Contracts above

$100,000/Capital Projects

Yes3

Those imposed on non-state Grantee pass thru to Contractor

Yes Yes Yes Yes

Sources of Authority 1. 49 USC 5325 (a)

2. 49 CFR 633.17

3. 18 CFR 18.36 (i)

12. Federal Changes

49 CFR Part 18

Applicability to Contracts The Federal Changes requirement applies to all contracts.

Applicability to Micro-Purchases Micro-purchases are defined as those purchases under $2,500. These requirements do not apply to micro-purchases.

Flow Down The Federal Changes requirement flows down appropriately to each applicable changed requirement.

Model Clause/Language No specific language is mandated. The following language has been developed by FTA.

Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract.

24. Civil Rights Requirements

29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332

29 CFR Part 1630, 41 CFR Parts 60 et seq.

Applicability to Contracts

The Civil Rights Requirements apply to all contracts.

Applicability to Micro-Purchases Micro-purchases are defined as those purchases under $2,500. These requirements do not apply to micro-purchases.

Flow Down The Civil Rights requirements flow down to all third party contractors and their contracts at every tier.

Model Clause/Language The following clause was predicated on language contained at 49 CFR Part 19, Appendix A, but FTA has shorten the lengthy text.

Civil Rights - The following requirements apply to the underlying contract: 1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as

amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

2. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:

a. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In

addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

b. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

c. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

3. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

30. Incorporation of Federal Transit Administration (FTA) Terms

FTA Circular 4220.1E

Applicability to Contracts The incorporation of FTA terms applies to all contracts.

Applicability to Micro-Purchases Micro-purchases are defined as those purchases under $2,500. These requirements do not apply to micro-purchases.

Flow Down The incorporation of FTA terms has unlimited flow down.

Model Clause/Language FTA has developed the following incorporation of terms language:

Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to

perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions.

6. Energy Conservation Requirements 42 U.S.C. 6321 et seq.

49 CFR Part 18

Applicability to Contracts The Energy Conservation requirements are applicable to all contracts.

Applicability to Micro-Purchases Micro-purchases are defined as those purchases under $2,500. These requirements do not apply to micro-purchases.

Flow Down The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier.

Model Clause/Language No specific clause is recommended in the regulations because the Energy Conservation requirements are so dependent on the state energy conservation plan. The following language has been developed by FTA.

Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

28. Disadvantaged Business Enterprise(DBE) 49 CFR Part 26

Background and Applicability The newest version on the Department of Transportation’s Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not.

The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts.

A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d.

Clause Language The following clause language is suggested, not mandatory. It incorporates the payment terms and conditions applicable to all subcontractors based in Part 26 as well as those related only to DBE subcontractors. The suggested language allows for the options available to grantees concerning retainage, specific contract goals, and evaluation of DBE subcontracting participation when specific contract goals have been established.

Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part

26,Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is __ %.A separate contract goal [of __ % DBE participation has] [has not] been established for this procurement.

b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as {insert agency name}deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

c. {If a separate contract goal has been established, use the following} Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]:

1. The names and addresses of DBE firms that will participate in this contract;

2. A description of the work each DBE will perform;

3. The dollar amount of the participation of each DBE firm participating;

4. Written documentation of the bidder/offeror’s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal;

5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor’s commitment; and

6. If the contract goal is not met, evidence of good faith efforts to do so.

[Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)).

{If no separate contract goal has been established, use the following}The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.

d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from the {insert agency name}. In addition, [the contractor may not hold retainage from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor’s work by the {insert agency name} and contractor’s receipt of the partial retainage payment related to the subcontractor’s work.]

e. The contractor must promptly notify {insert agency name}, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of {insert agency name}.

21. Termination 49 U.S.C.Part 18

FTA Circular 4220.1E

Applicability to Contracts All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor.

Flow Down The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning.

Model Clause/Language FTA does not prescribe the form or content of such clauses. The following are suggestions of clauses to be used in different types of contracts:

a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The

Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs.

b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract.

If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions

If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default.

d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.

e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination.

f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The

Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient.

g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract.

If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient).

h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work.

The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if-

1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and

2. the contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses.

If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient.

i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process.

If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services.

If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient.

j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor.

If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination.

If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events

which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

22. Government-Wide Debarment and Suspension

(Nonprocurement) 49 CFR Part 29

Executive Order 12549

Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327).

The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29. 220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as “covered transactions.”

Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300.

Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels).

Clause Language The following clause language is suggested, not mandatory. It incorporates the optional method of verifying that contractors are not excluded or disqualified by certification.

Suspension and Debarment

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by {insert agency name}. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to {insert agency name}, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

15. Recycled Products

42 U.S.C. 6962 40 CFR Part 247

Executive Order 12873

Applicability to Contracts The Recycled Products requirements apply to all contracts for items designated by the EPA, when the purchaser or contractor procures $10,000 or more of one of these items during the fiscal year, or has procured $10,000 or more of such items in the previous fiscal year, using Federal funds. New requirements for "recovered materials" will become effective May 1, 1996. These new regulations apply to all procurement actions involving items designated by the EPA, where the procuring agency purchases $10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000.

Applicability to Micro-Purchases Micro-purchases are defined as those purchases under $2,500. These requirements do not apply to micro-purchases.

Flow Down These requirements flow down to all to all contractor and subcontractor tiers.

Model Clause/Language No specific clause is mandated, but FTA has developed the following language.

Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

DEBARMENT AND SUSPENSION CERTIFICATION

Included in solicitation and returned by each Proposer

Choose one alternative:

□ The Proposer, [insert name], certifies to the best of its knowledge and belief that it and its

principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

2. Have not within a three-year period preceding this Proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or Contract under a public transaction; violation of federal or state antitrust statutes or commission or embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in Paragraph 2 of this certification; and

4. Have not within a three-year period preceding this Proposal had one or more public transactions (federal, state or local) terminated for cause or default.

OR

□ The Proposer is unable to certify to all of the statements in this certification, and attaches its

explanation to this certification. (In explanation, certify to those statements that can be certified

to and explain those that cannot.)

The Proposer certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of Title 31 USC § Sections 3801 are applicable thereto.

Executed in [insert city and state].

Name:

Authorized signature Date